A big surprise for Elizabeth!

Elizabeth was in the doctor's waiting room idly thumbing through last week's issue of TIME magazine when she heard her name being called by the nurse. She was there for a routine rectal exam as part of her annual physical exam. She didn't exactly care for this type of exam (who does?) but knew that it was a necessary evil that needed to be done for her own good because her family medical history showed a problem with bleeding hemorroids in her family. Her old regular doctor had retired recently so this was her first visit to this particular doctor. She didn't know what to expect with this new guy. She was a relatively shy and modest woman and so she hoped this exam wouldn't take too long because she knew that she would have to be partially nude for it. She always felt uneasy being naked in front of male doctors because she couldn't help but wonder what they were thinking about while they probed and touched her most intimate regions.

The nurse took Elizabeth through the usual prelim activity of weighing her, taking her temperature and blood pressure, etc. After that, the nurse escorted her to a vacant exam room. It looked like every other exam room she had ever seen. It had an exam table, a sink, a couple of chairs and some cabinets filled with medical paraphenalia. The nurse handed Elizabeth one of those flimsy paper gowns and instructed her to disrobe from the waist down and wait for the doctor. Then the nurse left the room.

Elizabeth looked at herself in the mirror as most women do and sort of liked what she saw. She was 51 but the years had been kind to her. She was a married woman and she and her husband Nick were quite happy together. Because she watched her weight and exercised regularly, she was in fairly good shape for a woman of her age. At 5' 4", she weighed about 130 lbs with a very slightly plump but shapely figure with nice legs. Like a lot of women, she thought that her hips and ass were too big and her titties were too small. But she noticed that she still got approving stares and an occasional wolf whistle from men whenever she wore skirts or shorts in the summertime. That always made her feel good!

Elizabeth removed her jeans and then slid her white cotton panties down her hips. She laid the clothing on a chair and stood there totally nude from the waist down. She then bent over to take off her shoes. Just then the door opened. She looked over her shoulder and saw that it was the doctor! Apparently he had thought that she was ready for the exam. Elizabeth realized that he obviously got a good view of her bare ass and probably her pussy as she was bent over. She was slightly embarrassed by this. The doctor apologized for the intrusion and left. The room was cold and she could feel goosebumps starting to form on her legs, belly and ass. She then quickly donned the paper gown and hopped up onto the table to wait for the doctor to come back.

The doctor came back into the room after a few more minutes and shut the door. He introduced himself as Doctor Boswell. Elizabeth was very surprised at how young he appeared to be. To her, he didn't look much older than most college boys. The doctor was about 6' tall, was handsome in a boyish way and had the appearance of someone who liked the outdoors because he was well-tanned and had a healthy athletic look about him. He engaged her in the usual doctor-patient small talk for a short time while he scribbled on his notepad. Then he got down to the business at hand.

Doctor Boswell instructed Elizabeth to lay back on the table and then turn onto her left side with her knees up toward her chest. As she rolled over, the paper gown moved up her hips and her round plump ass soon became fully exposed to the cold air. She assumed that the doctor was now getting a great view of her ass and pussy with its abundant growth of curly pubic hair as she turned over onto her side. The doctor sat down on his rolling chair and moved towards the table. He squeezed a generous glop of K-Y Jelly onto a finger. Then he reached over and spread the cheeks of her ass. He proceeded to lubricate her asshole real good so he could insert the anoscope without problems. The doctor's finger slipped just a bit as he was inserting his finger and accidently touched her pussy. The jelly felt cold on her asshole and pussy lips and she flinched just a bit. He finished the lubrication and got the anoscope ready for insertion into her asshole.

The doctor slowly pushed the anoscope up into her asshole. It was slightly uncomfortable at first but Elizabeth soon got used to it. He laid a hand on one cheek of her ass as he was peering into the anoscope. In past exams, she had always felt somewhat awkward and vulnerable whenever she was exposed and touched in this way during a doctor's exam. But, for some reason, this doctor's touch felt rather pleasant so she started to relax a bit while he was probing her ass. Her previous doctor had been a much older man so she never had any sexual feelings whenever he had examined her. But, the fact that this doctor was young and handsome and was now looking at her fully exposed ass and pussy stirred up an unexpected bit of sexual excitement within her. She knew that he had a great view of her pussy and its thick and curly brunette pubic hair. So she decided that she would have some harmless fun and give him and herself a little thrill. She moved her right leg up ever so slightly to give him a better view of her womanly goodies. She tried to make this look like a natural shifting of body position and nothing more.

As the exam progressed, Elizabeth noticed that the doctor's hand was rubbing and squeezing her ass cheek very slightly. She was surprised by that but liked the way it felt. He finally finished the exam and slowly pulled out the anoscope out of her asshole. He got up and walked over to a drawer to get some paper towels. As he did, she could see him out of the corner of her eye. She saw that he had a big bulge in his pants! He had gotten an erection at the sight of her nakedness! This startled her and caused feelings of uncertainty within her. Should she stay quiet or say something to him about it?

Since Elizabeth was somewhat of a timid person she didn't wish to make a scene so she stayed quiet. At the same time, this unique situation was stimulating her sexually despite her best efforts to suppress the feelings. Curious, she decided to play this by ear and see what developed next. She told herself that she could always stop it if it went too far. He sat back down and started to wipe off some of the excess K-Y Jelly that had oozed onto her ass cheeks during the exam. This rubbing felt real good and when he wiped her pussy lips it sent an electric charge throughout her loins! She noticed that his breathing was becaming more rapid and she wondered what he was doing back there.

Elizabeth turned her head and peered over her shoulder. She saw that he was rubbing his cock through his pants while he was wiping off her ass! She couldn't take her eyes off of his crotch because the bulge looked so massive! He glanced up and saw that she was looking at him and he stopped his rubbing. He realized what she was staring at and soon got a big grin on his face. He then slowly unzipped his pants and pulled out the biggest stiff cock and set of balls that she had ever seen in the flesh! It looked to be at least 10'' long, very thick and veiny. In spite of her shock, she was mesmerized and awed at the sight of that massive shaft sticking straight out just like a flag pole! She wanted to say something but her throat was paralyzed.

The doctor stood up and walked to the other side of the table where Elizabeth's head was. She was anxious but, at the same time, even more sexually excited than before. He dropped his pants and brought the head of his cock to within inches of her face and proceeded to stroke that thick shaft slowly. She could see a bit of pre-cum oozing out of his cock hole. He moved forward and lightly touched her lips with the head. She wanted to turn away but, like in a powerless trance, she parted her lips and allowed him to slowly push his cock into her mouth. His cock head had a slightly musky and salty taste to it. Her tongue lightly flicked the head and this produced soft moans from him. She suddenly reached up and grabbed his thick shaft with one hand and cupped his big hairy balls with the other. Her fingers could not completely encircle the shaft because of it's girth. He pushed in a bit further but quickly pulled out because she started to gag a bit. She let her throat relax so it could go in further. He put it back in again.

Elizabeth started to hungrily lick and suck that massive prick as she squeezed and massaged his big balls. He started to fuck her mouth slowly at first but he quickly speeded up his thrusts because of the expert cocksucking that she was performing on him. He reached over, grabbed her ass and started to rub it. She then lifted her right leg so that he could access her hairy pussy without problems. He proceeded to rub and squeeze her pussy mound and then slowly inserted a finger inside of her. She was very wet, partly from the left-over jelly and partly from her own juices caused by her mounting excitement. He fingered her clit and this caused her hips to move back and forth against his finger. Meanwhile, his cock thrusts into her mouth became more frenzied. Then he abruptly pulled his cock out, moved to the other side of the table and got directly behind her ass.

Elizabeth was still lying on her left side. The doctor grabbed her around the waist and pulled her to the edge of the table so that her ass was slightly hanging over the edge. She could feel his cock rubbing from side to side in the crack of her ass. She realized what was about to happen. She was torn by conflicting emotions. She knew that this was utterly wrong but she was also feeling incredibly horny and lusty from seeing and feeling his giant cock and from having it in her mouth. Her increasing lust won out and she went with that feeling. She badly wanted to feel this big cock deep inside of her!

The doctor sat back down on his stool, spread her legs and then buried his face into Elizabeth's ample muff! He licked it all around and this got her really wet, hot and bothered! He flicked his tongue deep into her swollen cunt and she pushed it harder against his face. After a few minutes of muff diving, he stood up and spread her ass cheeks as she laid on her side. He grabbed her around her waist and proceeded to slowly insert his prick into her waiting wet hairy pussy. The first full thrust made her cry out from a combination of pain and pleasure. The doctor realized her discomfort and stroked very slowly at first so that she could get accustomed to his length and girth. Her pussy was soon stretched out and the mild discomfort was replaced with intense pleasure. He started stroking deeper and faster. She reached through her legs and caressed his floppy balls as he thrusted deeply into her hairy love hole. They both began moaning with pleasure. He loved the feel of her thick pussy hair tickling his shaft and the feeling of her soft ass pushed against his balls as he plunged into her depths. She loved the feeling of having her pussy completely stretched out and totally filled up with giant manmeat for the first time in her life. The lust that she was feeling was beginning to envelope her. She pushed her ass against his cock in an attempt to get it in even deeper into her swollen cunt. She wanted to have the entire length of his massive member embedded in her! He unhooked her bra to free her titties. They flopped out and swayed each time he slammed it home.

The doctor was also fingering Elizabeth's asshole while he was fucking her. He asked her if she was willing to take it in her ass. She said "go ahead, big boy!". He pulled out of her pussy with a squishy suction sound and slowly inserted his tool into her well-lubricated asshole. It was a little tough going at first until her asshole became stretched enough to accomodate him. Her asshole was so tight that it felt like a big rubber band around his shaft. Soon she was relaxed enough so that he could get the entire length of his shaft buried up to his balls into her asshole. It felt terrific for both of them! She had never felt so erotic and horny in her entire life! Having a stranger fucking her mouth, pussy and ass in this totally unexpected setting was exciting and extremely sensual. He stroked her asshole for a while longer and then wanted to fuck her in a new position.

The doctor pulled out of her asshole and told Elizabeth to get on her back. He climbed onto the table and was soon between her spread legs. He rammed his cock deep into her pussy. She lifted her legs and wrapped them around his midsection and hung on for dear life while he was plunging his cock deep inside her! He started stroking fast, hard and deep. She soon cried out because it was feeling so good! Afer a few minutes of this, he got off the the table and sat down on one of the chairs. He motioned for her to straddle his legs and ride him. She bent over and shook her ass to give him a perfect view of what he was going to be getting. He fingered her pussy a bit and got her juices all over his hand. She then lowered her hips and slowly impaled herself on his massive member. It popped right in and she commenced to move her ass up and down with his cock spreading her pussy out. She was soon moaning and groaning with exquisite pleasure. He enjoyed seeing and feeling her jiggling round ass as it slapped against his thighs. He caressed her ass cheeks and fingered her asshole as she was fucking him. He also had a great view of her abundant pussy hair as it tickled his shaft and balls. Her titties were bouncing all around as she rode him hard. He reached around her to grab and squeeze them. She reached down and played with his balls. He really liked that! She wanted to get fucked missionary-style again so they got up on the table to bump bellies some more. After a couple of minutes of this heavy duty fucking, they heard the door open and there stood the nurse observing them! But that didn't stop them because their lust was too strong.

The nurse watched the doctor's cock stroking deeply into Elizabeth's cunt and his balls slapping her ass for a moment or two. Then she came over to the table, grabbed his giant shaft and started to lick and suck his big floppy balls. The nurse also started to rub and squeeze Elizabeth's ass. Very soon, the nurse was pleading that she wanted the doctor to fuck her too. Elizabeth suddenly realized that the doctor and the nurse had done this before with other willing patients. The nurse hastily stripped off her uniform and panties and she and Elizabeth switched places. The nurse was soon on her back on the table with her legs spread wide while Elizabeth watched the action from behind. Elizabeth grabbed the doctor's shaft and helped to guide it into the nurse's cunt. He was soon fucking the nurse with a pure frenzy. The nurse screamed out with pleasure! The sight of his giant shaft plunging in and almost disappearing into the nurse's hairy slit got Elizabeth even more excited, if that was possible! She had never seen other people fucking before except in the few porno flicks that she and Nick had viewed in the past. She started to tickle his balls as she fingered herself. Soon, she badly wanted to be fucked again! In the meantime, Doctor Boswell's partner had heard the commotion in the exam room and came in to see what was happening. He decided to join in the action.

In a flash, the new doctor bent Elizabeth over a chair, spread her legs and started to fuck her real hard while the nurse was being pounded hard on the table. She couldn't believe that something like this was happening to her but she didn't want it to stop. The sight of the nurse getting fucked while she was being fucked at the same time was incredibly sensual for her! Being a participant in this mini-orgy was very surreal to her. The new doctor next told her to get down on all fours and started fucking her that way. She loved getting boned doggy-style! After a couple of minutes, they both stood up and faced each other. He grabbed her asscheeks and lifted her up as she wrapped her legs around his. She guided the new doctor's cock into her waiting pussy. He then proceeded to frantically pump his cock deep inside her as he held her up. As he stroked her pussy he sucked on her titties. She cried out in great pleasure! After a bit of this activity, the two guys wanted to make a sandwich filling out of Elizabeth. Boswell got on his back on the floor and Elizabeth straddled him and sank down impaling herself on his cock. The other doctor got behind her and inserted his manhood into her asshole. The three soon got into a nice rhythm of movement that maximized their pleasure. The feeling of having two big cocks in her at the same time was positively erotic for her! Her two holes so filled up with manmeat that she could hardly stand the pleasure! The feelings of lust were quickly overpowering her. After a few minutes of this, Boswell's partner pulled out of Elizabeth's asshole because he wanted to fuck the cute little nurse. The nurse got on down on her knees and elbows and was soon moaning loudly while she was being fucked like a dog. Dr. Boswell walked over and pushed his wet cock into the nurse's mouth and thrust it in and out while Elizabeth fingered herself and watched this very erotic scene.

Elizabeth badly wanted the doctor's big stick pushed into her swollen cunt again. So she got back onto the table, turned onto her back and brought her knees up to her tits. Dr. Boswell came over and was soon between her legs fucking her at full speed. Intense pleasure sensations were soon building up rapidly for both her and the doctor. Their bodies were completely covered in fuck sweat and it felt so good to be rubbing her tits and belly against him. His big floppy balls were slapping hard against her ass on each of his violent downstrokes. This sensation excited her even more! She lifted her hips as high as she could to meet his cock as he slammed it home. She reached down to grab it and caress it. His thrusts soon became more frenzied and loud moans and gasps were escaping from both of them. She was very close to becoming hyperventilated from her heavy breathing and exertions. Their impending orgasms were rapidly building to a final cresendo! She soon felt like she was going to black out from all of the intense pleasure. Then he made one deep final violent thrust and both of them started cumming! She couldn't believe how powerful her orgasm was! Her eyes rolled back in her head and her entire body started to shudder and quiver like jelly! She was also sweating more profusely then she had ever done before! She could feel his cock strongly pulsating and ejaculating his flood of built-up jism deep into her. It seemed like it would never stop pouring out of his cock! His jism started overflowing out of her pussy, down the crack of her ass and onto the table. A big puddle soon started forming under her ass.

The second doctor quickly did his own cumming into the nurse's cunt as she orgasmed herself manually. These two cleaned up, got dressed and left the room. After Doctor Boswell recovered his breath, he wiped himself off and put his pants back on. He looked down at the utterly spent Elizabeth and smiled at her. He told her that her great looking body had gotten him so hot that he couldn't control himself. He thanked her for the pleasure that she had given him and told her that he had always had a thing for older women like her. She told him that she was more than flattered and happy that she was the older woman in this case! He bid her goodbye and left the room. When she finally recovered somewhat, she cleaned up and put her clothes back on. Her cunt was sore from the beating it took from that massive cock but she was more sexually satisfied than she had ever been before in her life. She walked out of the office with a great big smile on her face. Now she had something to look forward to the next time she had an appointment with this doctor!